Delaware Business Litigation Report

Court Of Chancery Examines Technical Requirements Of Stockholder Consents

The Ravenswood Investment Company L.P. v. Winmill, C.A. 3730-VCN (November 27, 2013)

Section 228 of the DGCL sets out the requirements to act by stockholder consent.  Here, the Court notes that each stockholder's signature should be separately dated.  While somewhat forgiving of a failure to observe all the technical requirements when there is no real factual dispute over what the stockholders did, this is a warning that a consent may be invalid if not done right.

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